BY-LAWS OF THE FAYETTE COUNTY BASEBALL ASSOCIATION

ARTICLE ONE (1)  OFFICES

1.1   The address of the registered office of the corporation is to be the home of the incumbent President and the name of the registered agent at this address is the name of the said President.

 

ARTICLE TWO (2)  MEMBERSHIP

2.1  The corporation’s membership shall consist of:

a.       Such persons as may be legal guardian or parent of one or more wards of children enrolled in at least one of the activities or programs of activities sponsored by the corporation who shall:

                                                                                i.            Maintain a place of residence in Fayette County, Georgia;

                                                                              ii.            Register with the Secretary of the corporation, furnishing upon a form prescribed by the Secretary, his/her name, age, address, telephone number, names and addresses of his/her ward(s) and/or child (children) and the sponsored activity in which each of the latter is enrolled, date of registration and such further information as the corporation may require;

                                                                            iii.            Submit with such registration his/her registration fee;

                                                                             iv.            Agree to assist to the best of his/her ability in the furtherance of the corporate programs and purpose.

b.       Such other persons as may fulfill all of the above stated pre-requisites except that of having a ward or child enrolled in the sponsored activity or program.

c.       Such other persons as may be legal guardian or parent of one or more wards or children and as may fulfill all of the above stated pre-requisites except that of maintaining a place of residence in Fayette County, Georgia, if the wards or children enrolled in a sponsored activity or program attend Fayette County Public School.

d.       Such other persons as may be legal guardian or parent of one or more wards or children and as may fulfill all of the above stated pre-requisites except that of maintaining a place of residence in Fayette County, Georgia, if the wards or children enrolled in a sponsored activity or program are frozen on the roster of a competitive (travel) team composed of no more than 50% non-resident children.

2.2  Each member shall have the right to vote at any membership meeting he/she may attend, in

       determining all questions of corporate policy submitted to the membership in accordance

       with the Articles of Incorporation and with these by-laws.

2.3  Membership shall be deemed to continue from date of registration until the same date of the

       following calendar year if not renewed by re-registration. Renewals of membership may,

       however, be accepted prior to expiration of an earlier membership and in such event, the term

       of membership shall be computed from the date of the last renewal registration; provided

       however, that membership automatically terminates upon failure of any member to maintain

       a domicile in Fayette County, Georgia.

2.4  The corporation may, by amendment of these by-laws, provide for suspension or termination

       of membership privileges; which provisions upon adoption may be invoked against any

       person whose membership antedates such amendment as well as upon persons thereafter

       becoming members of the corporation.

 

ARTICLE THREE (3)  MEMBERSHIP MEETINGS

3.1  The annual meeting of members of the corporation shall be in July of

       each year, within Fayette County, Georgia, at such place as may from time to time be fixed

       by the Board of Directors.

3.2  At all the meetings of the members of the corporation, each member shall be entitled to

       cast one vote, regardless of the number of wards or children he/she may have enrolled in

       the sponsored activities of the corporation.

3.3  Special meetings of the membership may be called at any time by the President, or by the

       Secretary upon petition of as many as five percent (5%) of the registered members of the

       corporation, upon not less than five days’ notice mailed to the last known address of or

       personally given to each member. Notice of a special meeting in person shall constitute a

       waiver or notice thereof.

3.4  Notice of any special meeting of members shall state the purpose or purposes for which the

       meeting is called.

3.5  The corporation lacking the power to compel attendance of its members, five percent (5%)

       of the total number of members of the corporation shall constitute a quorum for the

       transaction of business, except that a lesser number of members may adjourn from day to

       day.

3.6  Board elections will be held in June every year with the newly elected board taking over in    July after all season activities have been completed.

3.7  At all meetings the rules of order to conduct business shall be accordance with “Roberts

       Rules of Order.”

 

ARTICLE FOUR (4)  DIRECTORS

4.1  Subject to these by-laws and to the will of membership lawfully expressed, the full and

       entire management of the affairs and business of the corporation shall be vested in the

       Board of Directors, which shall have and may exercise all of the powers that may be

       exercised or performed by the corporation.

4.2  The Board of Directors shall consist of not fewer than ten nor more than fifteen members

       who shall be elected at an annual meeting of the membership and shall serve for a term of

       one year and until their successors are elected. Executive Board Members will serve alternating 2-year terms. The Vice President and Treasurer shall serve on the same 2-year term, while the President and Secretary shall serve on the same 2-year term.  The Executive Board Members positions whose 2-year terms are ending shall be elected by a Board of Directors majority vote during the June board meeting.  A majority of said directors shall constitute a quorum of for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting.

4.3  All directors of the corporation shall be residents of Fayette County, Georgia. In the event

       that a Director ceases to maintain a domicile in said county, he/she shall at once resign as

       such director. In the event that he/she fails or refuses to resign, he/she shall be removed as

       Director by the remaining Directors of the corporation by resolution at any meeting thereof.

4.4  The Directors may fill the place of any Director which may become vacant prior to the

       expiration of his/her term, such appointment by the Directors to continue until the

       expiration of the term of the Director whose place has become vacant.

 

 

4.5  The Directors shall meet not less than monthly, at a time and place of their selection, and

       shall meet annually following the annual meeting of the membership. Special meetings of

       the Directors may be called at any time by the President or by any two Directors on two

       days’ notice. Notice of any such meeting may be waived by instrument in writing.

       Attendance in person at such meeting shall constitute a waiver of notice thereof. The

       signature of any Director approving the minutes of any meeting of the Board of Directors,

       entered thereon, shall be effective to the same extent as if such Director had been present

       at such meeting.

4.6  Any action to be taken at a meeting of the Directors, or any action that may be taken at a

       meeting of the Directors, may be taken without a meeting if a consent in writing setting

       forth the action so taken, shall be signed by all the Directors.

4.7  It is the expectation that the Board of Directors is the exemplar of appropriate behavior for the park.  Whether serving in a board member capacity, coaching/volunteering, or spectating, the Board of Directors are expected to follow the league’s code of conduct expectations.  This includes being committed to diffusing situations rather than instigating or elevating situations that occur at the park.  Being on the Board of Directors  means putting the interests of the park above personal interests, including the interests of a director’s own team or child.  There is a zero tolerance policy in place regarding these expectations.  Any Board of Directors member who is found to be in violation of the code of conduct will be relieved of their position on the board immediately.

 

ARTICLE FIVE (5)  OFFICERS

5.1  The officers of the corporation shall consist of a President, a Vice-President, a Secretary, and

       a Treasurer. The officers shall be elected by the Board of Directors and shall serve from the

       time of their election until the next annual membership meeting, or such time as their

       successors shall be elected.

5.2  The President shall be the Chief Executive Officer of the corporation and shall have general

       and active management of the operation of the corporation. He/she shall be responsible for

       the administration of the corporation, including general supervision of the policies of the

       corporation, general and active management of the financial affairs of the corporation, and

       shall execute bonds, mortgages, or other contracts under the seal of the corporation.

       He/she shall only borrow money on behalf of the corporation pursuant to specific authority

       from the Board of Directors. The President shall have the authority to institute or defend

       legal proceedings when the Directors are deadlocked. The President shall sign each draft,

       check, or other order for the payment of money drawn on the corporation and such order

       shall be countersigned by the Treasurer, except for concession stands and fund raising

       accounts designated by the Board of Directors.

5.3  The Vice-President of the corporation shall serve in the place of the President upon the

       latter’s absence from County, death, or disability, and shall during any such contingency

       have and exercise all of the powers herein above prescribed for the President.

5.4  The Secretary shall keep minutes of all meetings of the membership and seal of the

       corporation and have charge of the minute books, roll of membership and seal of the

       corporation and shall perform such other duties and have such other powers as may from

       time to time be delegated to him/her by the President or Board of Directors.

5.5  The Treasurer shall be charged with the management of the financial affairs of the

       corporation, the keeping of accurate records thereof, and shall countersign all drafts,

       checks, or other orders for payment of money drawn on the corporation. At the expiration

       of his/her term of office, he/she shall present his/her books and records to the Directors for

       their inspection and approval, whereafter such books and records shall be (with the

       approval of the Board of Directors entered thereon) turned over to his/her successor. The

       Treasurer may be required to post bond for the faithful performance of his/her duties in

       such sum as the Board of Directors may determine.

 

ARTICLE SIX (6)  SEAL

6.1  The seal of the corporation shall be in such from as the Board of Directors may from time to

       time determine. The seal shall be in the custody of the Secretary and affixed by him/her on

       such papers of the corporation as he/she may lawfully attest or as directed by law, by these

       by-laws or the Board of Directors.

 

ARTICLE SEVEN (7)  AMENDMENTS

7.1  These by-laws may be amended at any meeting of the membership by the affirmative vote

       of a majority of those attending such meeting, providing that notice of such proposed

       amendment shall have been submitted with the notification of such meeting.